HOW TO WRITE A PROSPECTUS by Anita Sands Hernandez
A prospectus is a deal memo that offers a safe and sane investment to a person who gets a share in your new biz. Investing a dose of cash in his bank acct. gives himm the chance to DOUBLE that money in the first few years and earn huge interest, every year thereafter, more than the stock market or real estate could earn him. You are giving a cash flush person a valuable offering so don't be shy. If your idea for a business is a good one, you are doing rich people a favor. Also, it's fun. It's like a ROULETTE wheel where if you win, you become a huge corporation worth millions.
So WHAT ELSE is a prospectus? It is a two or three page letter, basically, describing your business idea, the costs of starting it, your bio and resume, why you could work this biz and make it big, also probable cash returns and one or two pages is a deal memo, a contract I'm calling a 'deal memo.'
You give this prospectus, bio, deal memo to everyone you know. Mother's pals, Dad's pals, parents, relatives, friends, their parents. I've found that out of three people you give it to, one of them loves the idea and gives you a whole lot of money buying two or three shares because he catches your enthusiasm, your vision, your unique product or service and he wants to make money with you. And if the project's a winner, he knows that maybe a thousand dollar investment can become ten million. It could happen! It has. Look at the people who invested in Bill Gates at the beginning. Walking away with 80 million each!
A prospectus is a multi page, typed document, where you describe the business you wish to create, its aims, its potential profits. The first page is a DEAL MEMO (A kind of short legal contract.) You leave spaces for signatures, dates on the memo. THE SECOND LETTER in a PROSPECTUS, perhaps the main document of the prospectus ---is the EXPLANATION. Here, we State our intention to create a HUGE business, the AIMS OF the BUSINESS, i.e. To create a profit-making bakery/cafe, or movie, or film company, or pharmaceutical product, whatever. (Below I include my prospectus for my business idea, as a sample) There is a third document "WHY I COULD DO THIS BUSINESS" in which you describe why you’re able to make this business work, i.e. YOUR BIO/ particulars, your RESUME. This will glowingly describe your abilities, experience.
First, in the PROSPECTUS EXPLANATION, the main letter, you state what kind of business you are proposing, how many shares will be sold and what it will cost to buy one share. Securities Exchange Commission allows up to 35 'shares in a limited partnership.' Then you don’t come under the STOCK MARKET laws. It’s a small sized, little private kind of deal. So plan on 35 shares, 35 partners. Divide amt. of cash you need to start biz by 35. Say it's 35 thousand dollars. Everybody contributes or invests a grand. They each get a share in your biz for that grand. Ask a lawyer what amt. you get for running it. Maybe 1/4 or maybe more. See, they don't get ALL of it. Stockholders get a % of it. Now, PROFITS get divided by 35, too. Each shareholder gets a share of the profits. PROFITS for how many years? Forever? l0 years? You have to decide. You also have to decide, will they get their principle back? Plus profits? Ask a lawyer pal for advice.
When it's all finished, Make up seventy to eighty COPIES of the PROSPECTUS because only ONE in three solvent people you know will go for it and invest. PHONE each and phone pitch them on a powerful astrological day, and tell them the prospectus will come in the mail, to look it over when they have time. Or say, you'd like to buy them lunch, there's this great thai/ chinese restaurant, etc." All the papers should fit flat in a 9 x 11 1/2 envelope or folded in a legal sized envelope. A friend of mine found that one 46c stamp and a lot of 2's, 3s and 1c stamps always goes thru. 49c for something that should cost 1$. Anyone who spots it will know you’re ingenious, cheap but NOBODY spots it and it's legal. Post Office is mechanized. nobody ever counts the stamps and, it’s no crime to put on TOO LITTLE postage! So one in a hundred comes back to your "INSUFFICIENT POSTAGE" and you send it out again. Not a problem.
One more thing. Somewhere in the prospectus you must give investors an idea of what your project(s) will cost to get up and running, i.e. A BUDGET. Say: The t.v. studio costs 1,000$ a day, the tekkies cost 500$ a day. Editors cost 200$ a day. A finished PILOT with titles will cost 4k if it takes 3 days to shoot. Then, you describe what this show can earn. Who you know at how many production companies. Where you will market it. If it’s a film, and you must option a book or script, say: "it costs 3k every 6 mos. to option the book rights, and this investment can make us $300,000 which is what producers get from production companies when a producer brings in a script and tell them that they will also get points if the film does well. A percentage of all earnings or profits of the film. You cannot lie anywhere here.
I will give you A SAMPLE Prospectus (One that I was going to do but my star actress went and did it on her own on radio, not TV, did it for years, too.) But I was once an invited guest and it was day she had Jim Coburn and his lovely wife come in and talk arthritis. So I got an article out of it.
PROSPECTUS FOR SHARES IN A LIMITED PARTNERSHIP
INVESTOR DEAL MEMO
From: ANITA SANDS HERNANDEZ PRODUCER on_________,date,_________ year, in Los Angeles, California.
To: John Doe Investor with surplus capital (name of person you invite to invest is HERE.)
1. REGARDING YOUR PARTICIPATION IN THE AMT GROUP. By my signature to this Deal Memo I hereby invite you to become a "Producer and Charter Partner" in the Aquarian Age New Age Gazette Magical-Mystery Tour TV Hour Magazine " (hereafter to be referred to as AMT or the AMT GROUP,) conceived of (at this time) as the a New Age, holistic, therapy, pop-psych, religious theme-panel talk show (described in fuller detail in Appendix A.) and by this instrument promising you certain things.
2. RE YOUR PURCHASING A SHARE IN THE A.M.T COMPANY: I am offering 35 shares in the New Age TV show to be valued at $1,000.00 each. The money will be used entirely for the funding of the pilot segment. No portion of the money will go to me or the other producers of the show. It will be used only for the costs of video-taping a pilot show. The current plans involve the pilot starring me, with my sidekick JULES BUCCIERI. As announcer, we will have Mario Machado, and we’d like a guest star like Sally Kirkland, Shirley McLaine , Dennis Weaver, Chloris Leachman, Lindsay Wagner. Big Stars like THIS may require SAG/AFTRA minimum salaries to appease their guilds. (Around 320$). We could have free guests, like Holistic Doctor to the Hollywood Movie Colony Dr. Steven Small, or New age Pop Guru, Yogi Bhajan,. Such guests, without GUILDS, will cost us nothing.
3. RE YOUR RESPONSIBILITIES: There are none. You are not obliged to do any work, or attend any shoots or meetings. You still participate in first tier profits.
4. RE PERKS:You can attend production staff meetings if you desire, visit the set when you wish and bring guests. You will be invited to all cast/staff/crew parties and will be informed of and allowed to attend staff meetings and rehearsals, attend Sales promotions and conventions and trade shows. Your travel accomodations will not be paid to out of town conventions or trade shows nor a pass to attend that convention or trade show purchased for you. You will have to pay for that yourself, but you will be placed on our company's 'list' for attendance at such events at your request so that these passes can be yours.
5. RE SHARE THAT YOU WILL OWN - Each share in the AMT GROUP will give YOU a 1/35th ownership of the so-called "AMT STOCKHOLDERS' POOL". This funding will earn you several sums of cash:
A.) ANNUAL INTEREST EARNINGS ON PRINCIPLE BY SHARE: This sum is to be a straight 15% (fifteen percent) interest on your investment principle to be paid back to you by the AMT company. It is annual earnings on your investment, or share(s) purchased, assuming this investment to be a kind of 'principle,' with earnings due you for as long as the principle amount shall go unpaid.
B. THE POOF CLAUSE: This principle shall be repaid and this interest payment will accrue to you only in the event that the AMT COMPANY can sell the AMT Hour Magazine show, such sale to be defined as purchase for viewing or syndication by a t.v. station, t.v. channel or television or cable network or by plural such entitities. If it is not sold ever, you will receive neither principle nor interest and AMT will disband without being held responsible for further indemnification to you. Therein enters the element of risk inherent in any speculative investment, often called 'poof,' --an onomatapoeic not legal term.
C.) PROFIT SHARING: In addition to your principle being returned to you and interest paid you, you will receive your share of all profits and royalties received by the AMT Company on the entire series of shows, ad perpeteum, whether sold and viewed in the USA or abroad, on network or in syndication. Your share will be calculated thusly: There are 35 shares in the AMT INITIAL INVESTORS' AND STOCKHOLDERS' FUND. Your take will first be predicated on the amount of shares you have purchased, next, profits will be calculated by taking all profits from the AMT show whether as royalties or syndication profits, and allocating l0% (ten percent) of the profits for the INVESTORS POOL, then, dividing these profits 35 ways, (if there are 35 investors) and taking the resulting sum to be the profit to which the single investor is entitled for each share he purchased.
7. RE ADDITIONAL STATUS AS A CHARTER MEMBER: In recognition for your funding participation in the making of a PILOT you are also to be considered a "Producer and Charter Member" and, if you wish, will sit on the Board of A.M.T. ad perpetuem and in exchange for hours of brainpower and advice will receive a share in profits of all future shows/ episodes, and do so for as long as you so desire to participate. You will be recompensed for such attendance by having a percentile point of Net Profits from all future shows commensurate with these hours.
8. RE COMPENSATION FOR CHARTER MEMBERS' ONGOING PARTICIPATION:
In compensation for your ongoing participation with A.M.T. and in compensation for your advice and aid during the PILOT pre-sale period, and in thanks for funding the AMT pilot episode, you are to be given an additional % of all NET PROFITS accruing to the A.M.T. Production entity for as long as your participation on the Board at shareholder meetings shall continue. If you are suddenly unable to attend board meetings, your percentage of net profits will be based only on re-run royalties for the show profits as per section 5-A, 5-B and 5-C of this memo.
Your percentage of Net Profits to "Producer and Charter Members" is to be calculated thusly:
9. RE FURTHER CALCULATION OF THE TERM 'FUTURE NET PROFITS': A.) If there are 5 other "Producer and Charter Members" working equal hours on the AMT Show production staff, we shall not share the NET PROFITS 5 ways, i.e. 20 percent (20%) each but shall share it thusly: each "Producer and Charter Member" will draw from the Net Profit sum out of two different tiers of profit sharing. The first is strictly based on CASH participation, i.e. the ownership of a share. The second tier divvy of profits is according to the HOURS that person has put in working on the project/show. The calculation of second tier profits, i.e. YOUR hours, shall be based on actual time spent being an advisor on the Board of Governors at Board meetings, meeting with Network or corporative people in meetings, working with accountants, etc, dealing with stock market people in case we go public, or all the usualy daily business of a CEO, or on the set, or in our offices.
B.) If you spend 1 hour at meetings, and another Producer and Charter Member works 50 hours on a season of shows, your percentage would be a fiftieth of their share in profits. What must happen is that the hour becomes a kind of currency with a value to be assigned in Quarterly Earnings Reports or annual cash divvies.
10. RE TERMS OF YOUR EARNING AFORESAID PERCENTILE SHARE: Your share in the percentile split of these net profits is to continue as long as you are available to attend board meetings, and be a 'Producer and Charter Member' of this 'business family' with your percentage to be based on hours that you put in at staff meetings, giving valued input. If you are unable to participate in working on the show, you will still get a 35th share of SECOND TIER profits. The SECOND TIER profits are those taken after the payment for hours of labor is made to ‘working partners’ in a FIRST TIER PROFIT DIVVY. A. NET PROFITS will be reckoned as being the sum left to A.M.T. Production Entity after cash outlaid to film labs, film studios, crew, cast, salaries of workers, cost of advertising and attending trade shows.
B. This FUTURE NET PROFIT PERCENTILE SPLIT will be taken from and calculated upon sums left in the A.M.T. treasury after such 'production costs'. It is the Investors/venture capital people who will make the filming of the pilot, NATPE attendance, SALES ADVERTISING and TRAVEL possible. As other Producers, production entitities and funders may be required, down the line, they will also draw from the profit pool.
11.) Other production entities, releasing agents, venture capital figures, t.v. networks may come into the project later and fund more shows and more seasons of shows but your deal with the AMT Board, headed by me will not be displaced or superceded. The participation described herein has nothing to do with deals that they may put into play. The AMT Group will have profits, your share as a stockholder has been herein definitively defined.
12.) As a 'Producer and Charter Member,' you and your heirs and asignees shall have the right to have your accountants examine the AMT GROUP's financial records at any time as you so wish, upon presentation of such examiners at our doors during normal business hours.
Creator/Producer of the AMT GROUP
Dated_________________________ in Los Angeles, California
---------------------------------------------RETURN XEROX TO ME WITH CHECK ----------------------
DEAR ANITA: I am in agreement, Your terms are excellent.
signed by INVESTOR_______________________ dated___________
in City of ___________________State _________
(My Cancelled check for the amount of $________ is proof of my (X # of shares) ownership.)
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